Syndicate Agreement

Victorious Syndicate Agreement

PREAMBLE

Whereas the 'Victorious' Syndicate consists of the shareholders (and their lawful assigns), who have purchased shares in the 60ft Semi-traditional narrowboat 'Victorious' and the purpose of the 'Victorious' Syndicate is the joint ownership and operation of the narrowboat known as 'Victorious' official number 504802, registered at Watford in the year 2000.

The agreement is made following the liquidation of Challenger Syndicateships in January 2008 and the consequent annulment of the agreement that the owners previously had with that management company.

Further, this agreement is amended following the decision to manage the Syndicate without the services of BCBM shared boat management company.

CONSTITUTION OF THE 'VICTORIOUS' SYNDICATE

This agreement is made this 9th day of February in the year 2008 between the undersigned members of the 'Victorious' Syndicate which they have formed for the purpose of managing the narrowboat 'Victorious' for their mutual benefit and interest.

The narrowboat 'Victorious' shall be wholly owned by the members of the 'Victorious' Syndicate and ownership shall be divided into 12 whole shares of 8% each and 1 half share of 4%.

Members shall be entitled to 8% of the ownership of 'Victorious' for each whole share purchased.

Members shall be entitled to a share in the fixtures, fittings & inventory in proportion to their share-holdings.

Members shall have sole use of 'Victorious' at such times & in such a manner as is set out in this agreement.

The Syndicate will be operated as a not-for-profit mutual association of share owners.

1. The first principle of the Syndicate shall be that no member shall be deprived of their equitable share in the assets of the Syndicate.
2. Members of the Syndicate shall make regular contributions in such amounts and on such a basis as is from time to time agreed or required by the rules, for the operational requirements of 'Victorious'.
3. Members shall be bound by the rules determined by members and attached as Schedules 1, 2 and 3 to this Constitution and the notes of the EGM held on the 9th February 2008. Such rules may be varied by majority resolution at a properly convened general meeting but the rules shall not at any time contravene the principles of this constitution. The constitution cannot be altered without the agreement of 75% of the Syndicate.
4. The Syndicate shall deal solely with matters pertaining to 'Victorious' on behalf of its own members and all its activities will be confined to the mutual benefit and interest of its members.
5. Syndicate membership and thus use of 'Victorious', shall be restricted to those persons named on the properly issued share certificates.
6. No member shall assign, pledge, transfer, mortgage or sell any part of their interest in the Syndicate to another member or to anyone else except as permitted by the authorised procedure for selling all or part of their interest as laid down in the Syndicate rules.
7. No member shall bind or obligate the Syndicate or any member of the Syndicate to any matters outside the affairs of the Syndicate and in respect of the Syndicate's affairs they shall only enter into agreements on the authority of a resolution properly passed by members.
8. The Syndicate shall hold an Annual General Meeting once in every calendar year.
9. At each AGM, the members shall elect a Chair, who will resign at the following AGM but may stand for re-election if they so desire.

RULES OF THE 'VICTORIOUS' SYNDICATE

SCHEDULE 1 : MANAGEMENT

1. THE AFFAIRS OF THE SYNDICATE

The affairs of the Syndicate shall be conducted in accordance with the letter and spirit of the constitution laid down by the members. The constitution may be amended by written or email agreement of at least 75% of the current members of the Syndicate or their lawful assigns.

2. OFFICERS

The Syndicate shall elect a Chair, Secretary, Treasurer and a Technical officer. This will form the committee. Other officers may be appointed as necessary.

1. Chair shall be elected by a simple majority of members attending the AGM of the Syndicate. The Chair shall resign at the following AGM but shall be eligible for re-election.

The Chair will:

1. Chair AGMs
2. Call EGMs if properly requested
3. Keep a register of the shareholdings of each member and will issue a new share certificate to new members.
4. Submit claims to an AGM for any reasonable expenses incurred in pursuit of the syndicate's interests, in the preceding year. It is expected that such expenses should be kept to a minimum and wherever possible, be agreed by a majority of the members, by email, prior to the event. If agreed, these claims will be passed to the Treasurer for payment.
5. Be a signatory to the bank account/s, additional to the treasurer.

2. A Secretary shall be elected by a simple majority of members attending the AGM of the syndicate. The Secretary shall resign at the following AGM but shall be eligible for re-election.

The Secretary will:

6. Record minutes of AGMs and EGMs.
7. Forward these to all members following said meetings:
8. Hold the Master chart of allocated weeks.
9. Be a signatory to the bank account/s additional to the treasurer.

3. A Treasurer shall be elected by a simple majority of members attending the AGM of the syndicate. The Treasurer shall resign at the following AGM but shall be eligible for re-election.

The Treasurer will:

10. Maintain a record of financial transactions pertaining to 'Victorious'.
11. Ensure correct contributions are received from each Syndicate member.
12. Ensure prompt payment for services rendered to the Syndicate.
13. Reconcile said transactions with the bank account/s and keep all Syndicate members informed of such at regular intervals.
14. Present annual accounts to all members at each AGM.
15. Be the principal signatory to the bank account/s.

3. MEETINGS

1. The members of the 'Victorious' syndicate shall meet for an Annual General meeting at a time and date to be arranged and notified to each member with at least 21 day’s notice by email or writing. The Agenda will be notified to each member by the said notice.
2. Any member of the 'Victorious' Syndicate may call an Extraordinary Meeting at any time provided that 14 day’s notice by e-mail or writing is sent to all other members with the Agenda by said notice.
3. Meetings shall take place at an agreed venue and this will be used until such time as members may fix a different venue. Any costs properly incidental to any meeting may be borne out of the Syndicate funds and thus divided equally between the members of the Syndicate in proportion to their shareholding.
4. Each meeting will require members representing at least 56% of the Syndicate to be present in order to be quorate. Each member will have one vote for every 2% of the overall shareholding that they own or per week that they are entitled to. A four-week entitlement representing an 8% shareholding will thus be the equivalent of 4 votes.
5. Any member may be represented at any meeting by any other person providing that person can produce to the meeting a letter of authority from the member. Said letter shall entitle the representative to a proxy vote in proportion to the number of shares held.
6. The rules of the Syndicate may be amended or rescinded at a properly constituted meeting of the Syndicate subject to agreement by at least 76% of members present.

Any fundamental change to the operation of the Syndicate as laid out in this Agreement requires a Proposer, a seconder and the agreement of 80% of the Syndicate membership such change to be ratified at the next AGM.

4. MEMBERSHIP

1. In accordance with the constitution the membership of the Syndicate and use of 'Victorious' shall be restricted to those named on properly issued share certificates. Membership shall be open to private individuals in their personal capacity and shall not be available to corporate bodies or persons in their business capacity.
2. Any change of names within a shareholding shall be notified to the Chair so that the change can be noted on the insurance policy.
3. The signature of one person named on a shareholding shall be taken to represent the signature and commitment of all persons named as owners of that share.

5. SALE OF SHARES

Any member may dispose of an 8% interest unless only 4% is owned by that member provided that:

4. The other members of the Syndicate jointly and severally are given the opportunity to purchase the said interest at a price decided by the selling member and the said offer is made by e-mail or writing. The said opportunity is to be left open for 14 days from the date of receipt.
5. In the event that the other Syndicate members do not wish to purchase the members interest, it may be offered for sale to the general public.

Shares may be sold by private transaction, or using the services of a Share sale company. An owner must be present when a prospective buyer is looking at 'Victorious'. The sale of shares using a Third Party Auction site (e.g. ebay) is not allowed.

6. Any potential purchaser of a share is made aware of the inherent membership of the 'Victorious' Syndicate and the rights and responsibilities that accrue from that membership and the Treasurer shall inform both parties whether or not the seller is up-to-date with their contributions to Syndicate funds. Once the sale is completed boat keys and any files must be forwarded to the new shareholder and your share certificate must be returned to the Secretary.
7. If the purchaser of the share has not had previous experience in boat handling, they will be required to undertake training from an approved company, at their own expense before using 'Victorious' for the first time alone.
8. Before using 'Victorious' for the first time, a new owner will be given a handover to familiarise them with the facilities on board 'Victorious'.

6. NEW MEMBERSHIP

It is incumbent on any member who wishes to sell his interest to ensure that the purchaser(s) of that share understand that they will be required to sign the Constitution and abide by the rules, so that they become a member of the 'Victorious' Syndicate and are assigned the full burden and benefits of membership.

7. AGE LIMITS

All signatories to this Constitution must be over the age of 21 years.

8. AMENDMENT OF RULES

The constitution of the 'Victorious' Syndicate may be amended or rescinded at a properly constituted meeting of the Syndicate subject to agreement by at least 76% of members present.

9. OTHER RIGHTS

Any members' ownership rights extend to their share of any funds held by the Syndicate or any other miscellaneous assets of the Syndicate.

10. BOAT MANAGEMENT

Day to day management of 'Victorious' will be effected by the Officers as elected in schedule 1.2 and such other officers and volunteers as may be required from time to time, the tasks including but not limited to the following:

9. collecting of fees from each member of the syndicate at a rate determined at the AGM or an EGM.
10. collecting and accounting for the operating and maintenance costs of 'Victorious'.
11. presenting the annual accounts and interim accounts to each Syndicate member.
12. maintaining a separate bank account for the 'Victorious' fund managed by the Treasurer.
13. presenting, at least annually, a report on work carried out.                                                  
14. presenting proposals for work to be carried out which will include winter maintenance work to be agreed by the Syndicate members.
15. providing a venue for the AGM
16. providing Secretarial services at the AGM.
17. providing an annual report on the operation and reliability of 'Victorious'.
18. insuring and licensing 'Victorious' on behalf of the Syndicate.
19. providing moorings as required by the Syndicate.
20. maintaining a calendar of usage and alerting members to additional availability.

11. SALE OF 'VICTORIOUS'

A sale of 'Victorious' shall require the agreement of at least 76% of the members. The Syndicate will allow a reasonable length of time of up to 3 months for existing shareholders to attempt to build a new syndicate. During this time members will be permitted to use 'Victorious' according to the Allocation chart but it is expected that viewing of 'Victorious' should be allowed on suitable arrangement. Only after this period of time will 'Victorious' be put up for General Sale through a broker or other agency. The Syndicate shall receive the sale proceeds of 'Victorious' and apply them in the following order: -

21. to pay brokerage and other costs of sale.
22. to pay outstanding and final accounts.
23. to add the remaining sale proceeds to the Syndicate funds and to divide those funds between the members for the time being in the same proportions as their shareholdings bear to each other taking into account any underpayment of contribution by an individual member.

SCHEDULE 2 : RIGHTS OF USE

1. Each purchaser with a minimum of 8% shareholding in narrowboat 'Victorious' shall be entitled to a minimum use of 'Victorious' of 4 weeks per calendar year. For every extra 2% purchased entitlement shall be one extra week.
2. The allocation of weeks will be drawn by lot at an Annual General Meeting.
3. Each Syndicate member will be entitled to draw one week in Spring, one week in Summer, one week in Autumn and one week in Winter for each initial minimum 4 week period purchased. Members who have purchased 6 weeks will draw their initial weeks as above with everyone else, and then draw their other two weeks out of the remaining weeks. Members holding a 4% share will select their allocated shares on a biennial basis, choosing weeks in Spring/Autumn in one year and Winter/Summer in the next.
4. At the completion of the draw shareholders wishing to do so may swap their respective dates. This may take place at any time providing that the Administrative Officer holding the Master Chart is kept advised.
5. When all the weeks have been allocated they will be entered on the Master Chart held by the Secretary.
6. If a member is unable to use an allocated week then they shall first offer the week back to the Syndicate to enable any outstanding works to be carried out on 'Victorious'. If the Syndicate does not require 'Victorious' for this purpose, then the week shall be offered to other members of the Syndicate by email. In such an event, the member not able to take the week will not be entitled to any refund. A contribution to be made to the contingency fund of the equivalent of the agreed monthly fee is required from any Syndicate member who takes up the unallocated week, as agreed at the 2011 and 2022 AGMs. Any part weeks taken will be subject to a voluntary contribution.

The value of this contribution may be changed at any meeting with a 56% majority.

7. There is no limit to the number of weeks that a syndicate member or shareholder may be able to use during any one year, provided that the agreed procedure regarding spare weeks has been followed
8. Unless agreed in advance by the syndicate all weeks cruising must start and finish at the designated mooring base for that particular year.
9. In the event that two members with consecutive weeks want a remote handover to enable them to have one way cruising, they will be totally responsible for all boat serving and cleaning between them and they must undertake to carry out, or have carried out at their expense all the normal turnaround duties.
10. Decisions as to where 'Victorious' is to be located in future years will be made at the Annual General Meeting and in the event of a vote being taken a simple majority will suffice. (All shareholders must be aware of the fact that it is intended that the designated mooring be changed approximately every two years to a different location in order that all members may experience the widest choice of cruising routes possible.)
11. Every year 'Victorious' will have allocated to it 2 weeks for the purpose of annual repainting and servicing. This will be arranged at the AGM but is most likely to be in November or January of every year.
12. No member shall cause or permit the use of 'Victorious' for hire or pecuniary reward during the allocation of weeks. This would be in complete contravention of the Canal and River Trust licence as well as rendering the Insurance Policy invalid and will invoke the provisions of clause 18 below.

13. No member except in the case of emergency recovery, shall cause or permit the use of 'Victorious' for whatever reason without the member himself or herself being present and in overall responsible control of the narrowboat. This would be in complete contravention of the Canal and River Trust licence as well as rendering the Insurance Policy invalid and will invoke the provisions of clause 18 below.
14. In the event that a member during the course of any of their weeks on board causes damage by negligence to the narrowboat 'Victorious', they shall be fully liable for the cost of such damage up to the level of the excess figure on the Insurance policy, which shall be set at a figure not exceeding £200.
15. Any damage or costs arising from the replacement of parts which would be judged in the normal course of events to come under the heading of mechanical failure or normal breakdown shall be covered by an overall Syndicate charge and shall not be the responsibility of the member during whose week such breakdown or failure occurred.
16. Each member shall be responsible for payment of all pump-outs and diesel consumed during their week's use of 'Victorious'. As a gas bottle is consumed over a number of weeks use, the cost of gas will be invoiced to the Treasurer by the Marina and paid by the owners within the normal running cost. Members must ensure that they check all the gas bottles at the end of each period of use and replace any empty ones.
17. No member shall cause or permit the use of 'Victorious' for any illegal purpose. No member shall cause or permit a nuisance to be occasioned to any person from 'Victorious'.
18. If a member shall break the terms of this agreement as to the use of 'Victorious' or fail to comply with their financial obligations then the Syndicate may resolve by simple majority to give fourteen days written notice to the defaulting member that at the end of the notice period their share shall be forfeited and said share shall accrue to the other members of the Syndicate in the same proportions as their existing shares bear to each other and that any outstanding financial obligations shall remain a debt due and payable by the defaulting member to the Syndicate.
19. In the event of a death of a member (or the death of a surviving member in the case of a joint shareholding) the personal representative of the deceased member shall offer the share for sale in accordance with the terms of this agreement and the personal representative may if they wish to appoint the Syndicate as their agent for that purpose. The share shall not be an asset disposable of by Will. The deceased member’s estate shall continue to be liable under the financial obligations of this agreement until the share is sold.

SCHEDULE 3 : MEMBERS' FINANCIAL OBLIGATIONS

1. At all times there shall be maintained a Syndicate fund for the purpose of paying all expenditures arising from and incidental to the operation of the Syndicate. Such expenditure may include, but not be limited to, the mooring charge, licensing charges, insurance premium, breakdown expenditure, cleaning of carpets, upholstery and curtains, repainting costs, winter maintenance, engine servicing, telephone, postage and stationery used for Syndicate administration and replacement of gas cylinders.
2. Each member shall pay an annual contribution to the Syndicate fund by monthly standing order or as requested by the treasurer proportionate to the member's shareholding and quantified on the basis of the Treasurer and Committee's forecast expenditure for the forthcoming year and any other exceptional amount that the Syndicate agree upon.
3. The members remain responsible for all debts and liabilities of the Syndicate whatsoever in the proportions of their shareholding.
4. As agreed at the 2012 AGM, the Syndicate set up a Contingency fund. The purpose of the fund is to meet in part or in full, any major expenses which are beyond the normal annual budget. This fund will be financed initially by an increased monthly payment and placed into a separate savings account which is 'ring-fenced' from the main boat management account. Payments into the contingency account will close at a time when the Syndicate agrees that the account is adequately funded. Payments into the account are not refundable to Syndicate members while still owning a share or upon the sale of that share, unless the boat is sold completely, where schedule 1 Para 11c will apply.
5. A Syndicate member may from time to time, be reimbursed for reasonable out of pocket expenses that have been incurred in relation to Syndicate duties. These will be agreed and authorised by the Chair upon documentation of such expenditure.

The Master copy of this document is held by the Chair of the Syndicate, for the period of their tenure. Any request for amendments to the document will be discussed at the AGM.

Victorious Constitution

Revised October 2024